VALLAURIS II CLO PLC - Irish Stock Exchange

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proceeds from the disposition of the Notes. Backup withholding generally will not apply to corporations, tax-exempt organizations, qualified pension and profit sharing trusts, and individual retirement accounts. Backup withholding will apply to a U.S. Holder if the U.S. Holder fails to provide certain identifying information (such as the U.S. Holder’s taxpayer identification number) or otherwise comply with the applicable requirements of the backup withholding rules. The application for exemption from backup withholding for a U.S. Holder is available by providing a properly completed IRS Form W-9. A non-U.S. Holder of the Notes generally will not be subject to these information reporting requirements or backup withholding with respect to payments of interest or distributions on the Notes if (1) it certifies to the Trustee its status as a non-U.S. Holder under penalties of perjury on the appropriate IRS Form W-8, and (2) in the case of a non-U.S. Holder that is a ‘‘nonwithholding foreign partnership’’, ‘‘foreign simple trust’’ or ‘‘foreign grantor trust’’ as defined in the applicable Treasury regulations, the beneficial owners of such non-U.S. Holder also certify to the Trustee their status as non-U.S. Holders under penalties of perjury on the appropriate IRS Form W-8. The payments of the proceeds from the disposition of a Note by a non-U.S. Holder to or through the U.S. office of a broker generally will not be subject to information reporting and backup withholding if the non-U.S. Holder certifies its status as a non-U.S. Holder (and, if applicable, its beneficial owners also certify their status as non-U.S. Holders) under penalties of perjury on the appropriate IRS Form W-8, satisfies certain documentary evidence requirements for establishing that it is a non-U.S. Holder or otherwise establishes an exemption. The payment of the proceeds from the disposition of a Note by a non-U.S. Holder to or through a non-U.S. office of a non-U.S. broker will not be subject to backup withholding or information reporting unless the non-U.S. broker has certain specific types of relationships to the United States, in which case the treatment of such payment for such purposes will be as described in the following sentence. The payment of proceeds from the disposition of a Note by a non-U.S. Holder to or through a non-U.S. office of a U.S. broker or to or through a non-U.S. broker with certain specific types of relationships to the United States generally will not be subject to backup withholding but will be subject to information reporting unless the non-U.S. Holder certifies its status as a non-U.S. Holder (and, if applicable, its beneficial owners also certify their status as non-U.S. Holders) under penalties of perjury or the broker has certain documentary evidence in its files as to the non-U.S. Holder’s foreign status and the broker has no actual knowledge to the contrary. Backup withholding is not an additional tax and may be refunded (or credited against the U.S. Holder’s or non-U.S. Holder’s U.S. federal income tax liability, if any); provided that certain required information is furnished to the IRS. The information reporting requirements may apply regardless of whether withholding is required. EU Directive on the Taxation of Savings Income On 1 July 2005 a new EU directive regarding the taxation of savings income payments came into effect. The directive obliges a Member State to provide to the tax authorities of another Member State details of payments of interest or other similar income payments made by a person within its jurisdiction for the immediate benefit of an individual or to certain non-corporate entities resident in that other Member State (or for certain payments secured for their benefit). However, Austria, Belgium and Luxembourg have opted out of the reporting requirements and are instead applying a special withholding tax for a transitional period in relation to such payments of interest, deducting tax at rates rising over time to 35 per cent. This transitional period commenced on 1 July 2005 and will terminate at the end of the first fiscal year following agreement by certain non-EU countries to the exchange of information relating to such payments. Also with effect from 1 July 2005, a number of non-EU countries and certain dependent or associated territories of Member States have adopted similar measures (either provision of information or transitional withholding) in relation to payments of interest or other similar income payments made by a person in that jurisdiction for the immediate benefit of an individual or to certain noncorporate entities in any Member State. The Member States have entered into reciprocal provision of information or transitional special withholding tax arrangements with certain of those dependent or 235
associated territories. These apply in the same way to payments by persons in any Member State to individuals or certain non-corporate residents of those territories. Ireland has implemented the directive into national law. Any <strong>Irish</strong> paying agent making an interest payment on behalf of the Issuer to an individual, and certain residual entities defined in the implementing legislation, resident in another EU Member State will have to provide details of the payment to the <strong>Irish</strong> Revenue Commission who in turn will provide such information to the competent authorities of the member state of residence of the individual or residual entity concerned. 236
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Prospectus dated 26 July 2006 VALLA
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information is in accordance with t
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AVAILABLE INFORMATION To permit com
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Page 4. Final Effective Date ......
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The Collateral Administrator: Branc
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Class VI Structured Combination Not
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Use of Proceeds: Priorities of Paym
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Collateral Quality Tests Overcollat
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Principal Repayments: Reinvestment
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Redemption upon an Effective Date R
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Purchase of Collateral Debt Obligat
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their respective functions under th
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Treatment of Interest Proceeds: Acc
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Authorised Denominations: Form, Reg
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The Depositary: Additional Issuance
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Component. In addition, Class VI St
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the obligor group. Second Lien Loan
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eferred to herein as ‘‘Particip
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Collateral Debt Obligation is enter
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Collateral Manager. The need to sat
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subject the Notes to an additional
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that Collateral Debt Obligations is
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3.4 Subordination of Structured Com
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3.9 Mandatory Redemption of the Not
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compensate for such withholding tax
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Condition 14(b) (Modification and W
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investment decisions for the Issuer
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In relation to the disposal of asse
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Investment Tax Act (the ‘‘Inves
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another member state, except that A
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payments, distributions, votes or c
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in each case, including any value a
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‘‘Class IV Interest Coverage Ra
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‘‘Credit Improved Obligation’
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Balance of all Collateral Debt Obli
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‘‘Effective Date Requirements
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next following Payment Date, an amo
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‘‘Interest Determination Date
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(a) a secured mezzanine loan or oth
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such obligation to purchase or othe
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(e) the Principal Balance of any Co
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(b) any Subordinated Note to be red
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(d) the retention of such Retained
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‘‘Securities Act’’ means th
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(a) such Synthetic Security will no
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2. Form and Denomination, Title, Tr
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more bids from one or more brokers
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(2) any Interest Rate Hedge Termina
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(X) (Y) (Z) at the option of the Co
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III Mezzanine Notes, in whole or in
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Failure to Appoint a Replacement Co
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Obligation (save in the case of (i)
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the avoidance of doubt, any schedul
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(BB) termination of the Interest Ra
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(b) (c) (d) at any time in repaymen
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(I) (J) (K) (L) The Retained Portio
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pursuant thereto provided that such
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amount being referred to herein as
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(b) (viii) pay its debts generally
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Notes in accordance with Condition
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nearest one hundred-thousandth of a
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the Class II Senior Notes the Class
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(A) (B) (C) in respect of each Coll
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immediately prior to the related Pa
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(C) (D) the Collateral Administrato
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(b) (c) on the Register at the clos
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(d) as a result of presentation for
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(d) (e) (i) (ii) If an Event of Def
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12. Prescription (a) Note represent
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necessary to facilitate the adminis
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Except where expressly provided oth
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Combination Notes, in the proportio
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FORM OF THE NOTES References below
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interests in the Exchanged Global N
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BOOK-ENTRY CLEARANCE PROCEDURES AND
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Book-Entry Interests owned through
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A person acquiring a Book-Entry Int
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RATINGS OF THE NOTES It is a condit
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EXPECTED AVERAGE LIVES OF THE NOTES
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Deutsche International Finance (Ire
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DESCRIPTION OF THE COLLATERAL MANAG
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A three-dimensional organization -
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Contribution to revenues (consolida
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Directors’ work is prepared and o
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Jean-Luc Simon - CDO Director Jean-
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on behalf of, the Issuer of Synthet
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the Interest Account and/or to the
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to a non-default rate or an improve
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connection with any such sale or re
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in Sections 7.3 (Sale of Credit Imp
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7.6 Unscheduled Principal Proceeds
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(b) in the case of proceeds resulti
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Obligation. For the avoidance of do
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Institution, having a credit rating
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the Defaulted Obligation at the fai
Page 191 and 192: (a) where the Issuer, following con
Page 193 and 194: In the event that the Issuer receiv
Page 195 and 196: (C) at its own cost, (i) in the cas
Page 197 and 198: Upon the occurrence of any Event of
Page 199 and 200: For purposes of calculating the Div
Page 201 and 202: Aggregate Industry Equivalent Unit
Page 203 and 204: (3) shall be two subcategories abov
Page 205 and 206: (i) (ii) (iii) if such Collateral D
Page 207 and 208: Moody’s Recovery Rate Table Oblig
Page 209 and 210: Reinvestment Period, with the appli
Page 211 and 212: 11.10 S&P CDO Evaluator Test The
Page 213 and 214: DESCRIPTION OF THE COLLATERAL MANAG
Page 215 and 216: Collateral Management Agreement (Ap
Page 217 and 218: DESCRIPTION OF THE COLLATERAL ADMIN
Page 219 and 220: DESCRIPTION OF THE REPORTS 1. Month
Page 221 and 222: (P) (Q) which consist of Participat
Page 223 and 224: Class I Senior Notes, Class II Seni
Page 225 and 226: In certain circumstances, Irish tax
Page 227 and 228: amount of interest paid, but also o
Page 229 and 230: General The following summary descr
Page 231 and 232: ‘‘grossed up’’ for any mate
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Page 235 and 236: extent thereof), with payments attr
Page 237 and 238: PREFERRED EQUITY CERTIFICATES AND T
Page 239 and 240: or more (measured by vote or value)
Page 241: values at the time of purchase. A s
Page 245 and 246: The Class IV Mezzanine Notes, the S
Page 247 and 248: Any Plan fiduciary that proposes to
Page 249 and 250: For the avoidance of doubt, all ref
Page 251 and 252: (h) (i) (j) (k) (l) (m) any company
Page 253 and 254: means of sufficient information on
Page 255 and 256: (c) (d) (e) restrictions described
Page 257 and 258: (g) representations and warranties.
Page 259 and 260: PLAN AS DEFINED IN SECTION 3(3) OF
Page 261 and 262: THE TERMS OF THE TRUST DEED. EACH T
Page 263 and 264: GENERAL INFORMATION 1. Clearing Sys
Page 265 and 266: 11. Expenses The total expenses rel
Page 267 and 268: CDO Liabilities....................
Page 269 and 270: Currency Swap Counterparty.........
Page 271 and 272: Initial Ratings ...................
Page 273 and 274: OAT Strips Pledge Agreement .......
Page 275 and 276: Registered Notes ..................
Page 277 and 278: Synthetic Counterparty Default ....
Page 279: imprima de bussy — C94339
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VALLAURIS II CLO PLC - Irish Stock Exchange

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